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BY-LAWS OF THE LOCKSMITH SECURITY ASSOCIATION, INC. ARTICLE I - Name, Emblem, & Colors Section 1 The name of this organization shall be The Locksmith Security Association, Inc., referred to in these By-laws as the LSA. Section 2 The emblem of the LSA shall be a rectangle with the letters LSA in block letters inside the rectangle. Section 3 The colors of the LSA shall be Red, White and Blue. The background White, the rectangle Red, and the letters LSA blue. ARTICLE II - Purpose & Objectives Section 1 The purpose of the LSA shall be to bring the locksmith and security specialists into an organization for mutual benefit, education and growth through the following objectives: a) Help in the exchange of data, information, ideas, knowledge, methods, and techniques related to the field of security; b) Establish and maintain a standard of qualification for membership; c) Work with the manufacturers and distributors of security equipment and supplies toward a better understanding of our mutual needs and concerns; d) Establish a uniform code of ethics and to promote and maintain friendly cooperation among all members endeavoring to advance our mutual interests; e) Conduct trade promotion activities and to cooperate with all organizations related to the locksmith and security industry; f) Engage in other promotional and training activities, from time to time, which are considered to be advisable, and to the benefit of LSA Members. Section 2 Professional Ethic: Each member of the LSA, by his acceptance and continuance of membership herein, shall be deemed to have subscribed to the following: a member will never engage in any act that would compromise the security of a client or the integrity of the LSA and its members. ARTICLE III - Membership Section 1 Classification The membership of the LSA shall include the following classifications: Active and Associate. a) There will be two types of ACTIVE members of equal status and voting rights: (1) Locksmith, and (2) Security Specialist; 1) Membership classification is subject to the review and decision of the Board; 2) A person can be eligible for more than one classification; b) ASSOCIATE members: Associate membership is available to those companies manufacturing, distribution and engaged in supplying material, equipment or services to the locksmith or the security specialist. Associate membership will be non-voting. ARTICLE IV - Organizational Structure Section 1 The affairs of the LSA shall be governed by a Board of Directors who shall be empowered to supervise, control and direct the affairs of the LSA. Section 2 The Board shall be composed of the following elected officers: President, Secretary, Treasurer, and Sergeant-at-Arms. The five (5) immediate past presidents, who have continued as paid members of the LSA, shall also serve on the Board. The founding Chairman of the LSA shall continue as a board member. Section 3 Standing Committees There shall be four (4) standing committees, each headed by a chairman appointed by the President, with the approval of the Board, to aid in the organizational affairs of the LSA. The standing committees shall be: Membership, Education, Public Relations/Newsletter, and Program Activities. Ad hoc committees may be formed, from time to time, at the discretion of the President with Board approval. ARTICLE V - Officers & Directors Section 1 Officers The elected officers of the LSA shall consist of a President, Vice President, Secretary, Treasurer, and Sergeant-at-Arms, who shall be elected by a majority vote of the active membership of the LSA present at the election meeting. They shall then take office at the conclusion of the June meeting of the LSA, following their election. Section 2 Term of Office All officers shall be elected to serve a two (2) year term of office and shall be eligible for re-election for no longer than four (4) consecutive years in any one office. Section 3 Additional Members of the Board of Directors a) The five (5) immediate past presidents who continue active membership in the LSA without break, shall serve of the Board; b) To serve on the Board, past presidents and other board members must be current with dues paid no later than the start of the October membership meeting each year; c) When there are fewer than five past presidents serving on the Board, the President shall appoint, with the approval of the Board, a member or members of the LSA to fill any vacancy that may occur. Section 4 Vacancies The President with recommendation and approval of the Board shall fill vacancies in elective positions occurring between election meetings by reason of removal, resignation, incapacity, or death. A vacancy in the office of President between election meetings by reason of removal, resignation, incapacity or death shall be filled in the following order of succession: 1) Vice President, 2) Secretary, 3) Treasurer, and 4) Sergeant-at-Arms. ARTICLE VI - Elections Section 1 The election of officers shall be held biannually on the even numbered years at the May membership meeting of the LSA, at a time and place designated by the Board. Section 2 At least five (5) days written notice shall be given to all active members, sent to their address of record. Section 3 Ballots shall be prepared and distributed at the election meeting by the chairman of the Public Relations Committee. ARTICLE VII - Duties of Officers President: a) Preside at all meetings. b) Sets the agenda for the meetings. c) Co-signs all checks of the LSA issued by the treasurer. d) Signs all contracts and all official documents representing the LSA in legal endeavors approved by the Board. e) Recognizes guests appearing at the General Membership meetings and other formal functions of the LSA. f) Appoints committee chairmen as the need arises. g) Responsible for other general matters concerning the affairs of the LSA. Vice President: a) Performs all the functions and duties of the President in the absence of the President. b) Aids in and coordinates functions of all committees. c) Acts as the Presidents assistant in all matters concerning the affairs of the LSA. Secretary: a) Responsible for maintaining full, accurate, and complete minutes of all meetings. b) Responsible for maintaining all documents and records in a current and lawful manner. c) Receives, maintains and keeps available files of all written reports. d) Follows up all appropriate functions with letters of appreciation where applicable. e) Acquires and maintains stationary and supplies of the LSA as authorized by the President. f) Responsible for other general secretarial duties of the LSA. g) Maintains a record of all the LSA members, their addresses and other information on the member as required. Treasurer: a) Acts a custodian of the funds and securities of the LSA and will be responsible for maintaining proper and accurate record of these funds and securities. b) Responsible for maintaining bank transactions, which includes depositing funds and issuing, checks for the LSA. All checks must bear the President, in addition to that of the Treasurer, with the concurrence of the Board. c) Responsible for disbursement of checks and issuing receipts for the LSA. d) Submit records for yearly audit or as directed by the President to the Board of Directors. e) Responsible for other general financial matters of the LSA. Sergeant-at-Arms: a) Check ID of Members guests and maintain order at meetings of the LSA. b) Notifies President of any guests at the meeting. c) Performs other duties as assigned by the President. ARTICLE VIII - Dues Section 1 Active Members a) Application for membership shall be submitted on a form prescribed by the Board and shall be accompanied by a non-refundable application fee; b) The dues of the LSA shall be determined by the Board and approved by a majority of members of the LSA at a general or special meeting, payable on or before the September meeting of the LSA. At the discretion of the Board the dues may be raised or lowered following approval by a majority of members of the LSA at a general or special meeting. At least five (5) days advanced written notice setting forth the amount of the dues increase or decrease, is to be provided to each member at his or her address of record; c) For new members dues shall be pro-rated. The rate shall be calculated by adding to the application fee, one tenth (1/10) of the annual dues for each remaining month in the program year (September through June). Section 2 Associate Members The dues of Associate members shall be established by the President with the approval of the Board. ARTICLE IX - Duties and Responsibilities of Committees Section 1 Public Relations / Newsletter Committee a) Responsible for the promotion and advertisement of the LSA. b) Prepares, selects, writes or edits articles of interest to the members of the LSA. c) Responsible for the publication and distribution of the newsletter, LSA TIMES, which informs the membership of the activities and functions of the LSA. d) Responsible for other general publicity, publication and promotion of the LSA. Section 2 Education Committee a) Responsible for selecting and securing the names of specialists and professionals in the locksmith and security fields, who can provide educational classes or seminars of benefit to the membership of the LSA. b) Responsible for the preparation of material necessary for educational instructions asn other items of similar general mature. c) Maintains records of achievement attained by the members of the LSA. d) Issues, with the approval of the Board, Certificates of Achievement to members who have attained outstanding accomplishments deserving of recognition. e) Coordinate and submit for publication in the LSA TIMES, tricks of the trade received from LSA members and other outside sources. f) Responsible for researching and reporting to the members new trade products that could be of beneficial. Section 3 Membership Committee a) Responsible for the recruitment of new members. b) Responsible for making a security check of all persons applying for membership in the LSA. c) Present all completed applications to the Board for approval. d) Greets all guests and is responsible for maintenance of the guest register. e) Receives and remits to the Treasurer application fee of new applicants. ARTICLE X - Meetings Section 1 General Membership Meetings The general membership meeting shall be held monthly, (September through June), at a time and place determined by the Board, with at least five (5) days advance notice to the members of the LSA at their address of record. Section 2 Special Membership Meetings The President, with the majority approval of the Board, may call a special meeting of the membership with the same notice requirement as contained in Section 1 of this article. The purpose of the meeting shall be specified in the notice. Section 3 Board Meetings The Board shall meet from time-to-time, at a time and place determined by the Board. Active members are invited to attend but will have no voice except as determined by the Board. Section 4 Quorums a) General Membership meetings: Twenty-five (25) percent of the active members or fifteen (15) members, two of whom must be Board members, whichever is less, shall constitute a quorum; b) Board Meetings: Four (4) members of the Board including at least two (2) officers shall constitute a quorum. ARTICLE XI - Amendments The By-laws of the LSA may be amended in the following manner: Section 1 The proposed amendment shall be presented in writing at least five (5) day before the meeting of the active members of the LSA at their address of record. The presiding officer at the membership meeting shall schedule the amendments reading as the first order of new business. Section 2 The proposed amendment shall be read, at the instruction of the presiding officer in the form of a Motion and require a second from the floor of the meeting. Section 3 The presiding officer shall entertain a Motion to recess for ten (10) minutes to enable the membership to study the proposed amendment or amendments. Section 4 After the call to order, following the recess, the presiding officer shall grant the author permission to begin the debate which shall include an explanation of the need for such amending. The debate shall proceed as it would for any question before the assembly. ARTICLE XII - Governing Rules Section 1 Any procedure for the general membership meeting not covered by the Constitution and By-laws will be governed by the Robert Rules of Order, as amended. Section 2 The procedures at the Board meeting shall be determined by the Board. Section 3 Removal from Office or Membership. a) An Officer of the LSA may be removed for malfeasance, misfeasance or nonfeasance, for violation of the Code of Ethics, or for non-payment of dues; b) A member of the LSA may be removed for violation of the Code of Ethics of for non-payment of dues; c) A removal shall be made by a majority vote of the Board of the LSA and thereafter by a majority, ratifying vote of the Membership. ARTICLE XIII - Rules of Adoption The Constitution and By-laws will be adopted after a three-fourths (3/4) majority affirmative vote of the Assembly at the LSA Membership Meeting. Any amendment of the LSA Constitution and By-laws will be effective after three fourths (3/4) majority affirmation vote of the membership at such meeting as may be held where the amendment or amendments are an agenda item. Amendments Approved by the Membership 5/9/2002 Grammatical corrections made and reaffirmed date of signature below. Secretary __Michael Buda____ Date __May 9, 2002___
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